Annual Report 2007
Corporate Governance
Efficient committee work
The Rules of Procedure of the Supervisory Board provide for the establishment of three committees. They include the Committee for Compensation and Succession Issues, the Audit Committee and the Nominating Committee implemented on December 14, 2007 which is responsible for preparing nominations for election of members to the Supervisory Board. In the past fiscal year, the Committee for Compensation and Succession Issues met six times, the Audit Committee twice. The Nominating Committee met for the first time in early 2008. The Supervisory Board provides information concerning its responsibilities and work in the Report of the Supervisory Board. The Executive Board, Supervisory Board and committees work closely together with the objective of increasing Software AG's long-term enterprise value.
The knowledge and experience of the Chairman of the Committee for Compensation and Succession Issues also reflect the sound corporate governance of our Company. Dr. Andreas Bereczky was elected Chairman of the Committee for Compensation and Succession, replacing Karl Heinz Achinger. Dr. Bereczky has extensive experience in the industry, in particular in the IT segment. He presently serves as production director at ZDF. Previously, Dr. Bereczky was one of four managing directors of T-Systems Service Line Systems Integration, a company with €2 billion in annual revenues.
Software AG maintains no direct or indirect business relationships with Supervisory Board members. In particular, no mutual consulting agreements or other contracts for work or services exist. Both employee representatives on the Supervisory Board are employees of Software AG.
Annual Shareholders' Meeting
Software AG invites its shareholders to participate in its Annual Shareholders' Meeting. Key resolutions are decided at the Annual Shareholders' Meeting. They include the approval of the actions of the Executive and Supervisory boards, appointment of the external auditors, amendments to the Articles of Incorporation and - for the purpose of good corporate governance - corporate actions. As scheduled in the financial calendar, we inform our shareholders of business developments and the financial performance and the financial position of Software AG four times per year. In 2008, the Annual Shareholders' Meeting will be held once again in Darmstadt, as the city now has a suitable meeting forum in the "Darmstadtium" convention Center.
Pursuant to the recommendations of the Corporate Governance Code, we conduct the Annual Shareholders' Meeting in an expedient manner within a time frame of 4 hours. We transmit the Annual Shareholders' Meeting live in the Internet. The amendment to the Articles of Incorporation necessary for this was adopted in the 2006 Annual Shareholders' Meeting. Shareholders who do not wish to exercise their voting rights may authorize a member of the Company to vote by proxy in accordance with the instructions of the shareholder. The invitation to the Annual Shareholders' Meeting and related documents and information such as the agenda, the financial statements, the Articles of Incorporation, and explanations of draft resolutions are published on the Software AG website along with the date of the Meeting. The resolutions adopted by previous shareholders' meetings as well as the quarterly reports of the preceding fiscal years may also be found there.
In conformity with the Law on Corporate Integrity and Modernization of the Right of Avoidance (UMAG), we modified our registration and identification procedures for the 2006 Annual Shareholders‘ Meeting. Holders of bearer shares need only to present written confirmation of their shareholdings as of the 21st day before the Annual Shareholders‘ Meeting (“record date”) from the depository bank. UMAG also makes it possible to conduct our Annual Shareholders’ Meeting efficiently by allowing the chairperson to cut short speakers who stray from the topic at hand and to refer to detailed information already published on the website.
